S-Corp LLC Help

TXCyclones

Well-Known Member
SuperFanatic
SuperFanatic T2
Sep 13, 2011
11,186
12,185
113
TX
I have some stock grants coming and I have been recommended to set up an S-Corp LLC for this event.

1) what is the benefit of doing so?
2) As an individual is this the correct route?
3) where/how?
 

cytor

Well-Known Member
SuperFanatic
SuperFanatic T2
Nov 20, 2011
6,233
9,601
113
1st thing I would do is ask an accountant the tax advantage of both. You can also talk with a financial advisor, too.
Then I would consult an attorney to set it up for you.

Setting up for either protects you from liability (or limits it). I was a sole proprietor for years and back in 2007 switched it to an S corp. It lowered my taxes a little, and for sure protected my assets better against any potential lawsuits.

I'm sure other CFer's will have good info for you as well.
 

Die4Cy

Well-Known Member
Jan 2, 2010
13,223
13,197
113
LLC is probably best for most situations.

S-corp is good for small companies who might routinely transfer ownership between other owners and the entity is long term (as in beyond your natural lifespan) in scope.

C-corp probably wouldn't apply here, but those are what most publicly traded major corporations are.
 

trevn

LIV Tour DJ
SuperFanatic
SuperFanatic T2
Apr 10, 2006
5,026
10,523
113
Eastern Iowa
I'm not an authority on this topic by any means. I know there are some lawyers and accountants on this board that would probably know more than me. The thing I'm really unsure of is the actual transfer of the stock grants from the company you work for to a potential LLC that you start and what sort of tax implications there would be with that event. Assuming you are able to get that done, an advantage of an S-Corp status would potentially relieve you from self-employment tax and/or FICA taxes as S-Corp distributions are taxed as ordinary income instead of payroll. I'm assuming that's one of the primary end benefits of setting up the S-Corp LLC.
 

CascadeClone

Well-Known Member
Oct 24, 2009
9,191
11,147
113
I am not sure why you would put stock grants (from your employer I assume?) into an LLC or an S-Corp. Are these stock grants in a publicly traded company? Or are you getting stock in an LLC?

Note an S-Corp and LLC are not exactly the same things. Our biz is an LLC that is taxed as an S-Corp. It's a small difference I think, but its there.

I got some stock grants from a F500 company I used to work for, and they just went into an account at Schwab until I eventually sold them. Not sure how putting them in an LLC would change anything.

As others have said, get a CFA and/or tax expert to assist is probably a good idea.
 
  • Agree
Reactions: Mr.G.Spot

DJSteve

Active Member
Apr 29, 2010
247
97
28
Ames
www.stevesmobilemusic.com
Was any rationale given by whomever recommended this to you?

Unless there is some wrinkle I don't know about, typically you would be looking at forming an S-corp -or- an LLC if that wasn't made clear to you. There are a few differences (and I think some may vary by state) but to a large extent they accomplish similar things. In this case I wouldn't think there would be any great liability you would want to shield your personal assets from, so presumably this suggestion was to somehow reduce your tax liability. I'm guessing this may have to do with giving you an avenue to avoid 15.3% self employment tax (for SS / Medicare) on some/most of the income, different treatment of capital gains somehow, and/or different options to transfer ownership. In either case you would have some ongoing hassle and costs filing a separate tax return for the Scorp/LLC and dealing with fees/filings to keep registration current with your state.

As already suggested, you should really talk to one or multiple CPA type people, financial advisors, and/or attorneys specifically familiar with your state. If you use a non-chain tax preparer currently I'd start there, otherwise if you know anyone in your area that is self-employed or owns a small business ask them who they use for that sort of thing (and pay attention to if they indicate they think their provider is awesome or just OK).

If you determine setting up an S-corp or LLC is worth pursuing, most commonly you would get an attorney to draw up the formation papers and file them with the state. If your scenario is simple enough they can use standard boilerplate for most of the articles/bylaws that piece may not be terribly expensive.
 

isufbcurt

Well-Known Member
Apr 21, 2006
25,729
39,377
113
45
Newton
Just as general information a single member LLC doesn't give much tax benefits because in the eyes of the IRS it's taxed the same as a sole proprietorship. The S-Corp can save money because it's profit is only subject to income tax and not self-employment tax like an LLC/sole proprietorship would be.

Feel free to DM me because I have more questions before I can give any advice.
 
  • Like
Reactions: Cyhig and MuskieCy

ghyland7

Well-Known Member
SuperFanatic
SuperFanatic T2
Sep 8, 2012
544
1,390
93
Not to be a complete poindexter but...

There's a lot of conflation between entity types (for purposes of registration from the state) and taxation structures. It's also frustrating that many of the names are quite similar.

An LLC is a limited liability company, which is one of the many types of entities you can choose to create under Iowa law.

The most common types of entities are LLCs, corporations, and partnerships. Keep in mind that there are a ton of different types of partnerships (limited partnerships, limited liability partnerships, limited liability limited partnerships, general partnerships), and many doctors/lawyers use what's called a "professional corporation." However, again, these all generally fall under those three types.

Your type of entity is what decides how the entity actually functions, your registration with the state, and some of the administrative options that you have.

C-corp, S-corp, and partnerships are the three most common taxation statuses for entities (this ignores the various types of nonprofits and other non-taxable entities....). Confusingly, "partnership" is both an entity type, as well as one of the big tax elections.

C-corp taxation status is generally a good choice if you anticipate the business becoming publicly traded down the line. C-corps get taxed at the corporation level, AND at the distribution level. This is often referred to as the "double tax." Smaller businesses would almost never want to choose a C-corp tax election.

Partnerships are "pass-through" entities, where the income of the business is "passed through" to the individual owners and their proportional share of the profits is treated like income for the individual. This avoids the "double tax" issue, but it's also a lot more complicated from a tax administration perspective... Of course, there are probably hundreds of law firms, CPAs, and other tax professionals who are happy to help you out to make it a lot simpler for the user.

S-corp status used to be incredibly popular, and still is to some extent, for smaller businesses. S-corps are a bit of a hybrid between C-corps and partnerships from a tax perspective. It's generally a pass-through entity, but also gets a few benefits with favorable treatments for self-employment taxes.

Corporations (the business type) are by default taxed as a c-corp, but can file an s-corp election. Partnerships are by default taxed as a partnership. LLCs by default are also taxed as a partnership, but can make an s-corp election. In general, LLCs are typically the most flexible entities from a tax perspective, and they also have some administrative benefits (the code for LLCs requires a bit less when it comes to maintenance/upkeep than the code for corporations).

Most small businesses will form as an LLC, and then either choose to be taxed as a partnership or as an s-corp. Consult a tax professional and a lawyer (and sometimes these are the same person). It all depends on what the assets are, how many members there are, what the goals of the entity are, and other factors that require a LOT more in depth information than what's good to post on a public board.
 

HoraceGrant

Well-Known Member
SuperFanatic
SuperFanatic T2
Jun 30, 2011
719
719
93
I have some stock grants coming and I have been recommended to set up an S-Corp LLC for this event.

1) what is the benefit of doing so?
2) As an individual is this the correct route?
3) where/how?
What do you mean by this? Inheriting stock? Stock compensation from an employer?
 

AuH2O

Well-Known Member
Sep 7, 2013
11,210
17,125
113
LLC is probably best for most situations.

S-corp is good for small companies who might routinely transfer ownership between other owners and the entity is long term (as in beyond your natural lifespan) in scope.

C-corp probably wouldn't apply here, but those are what most publicly traded major corporations are.
The other consideration if you need to keep operating cash in the business. If not, then I would just set it up as an LLC that gets taxed as a pass-through. Just know that all the net/taxable income in the corp is considered personal income whether you distribute it to yourself as an owner or not. If you set up as S corp the business is taxed that income, then you either pay yourself a salary and or dividends. So unless you need to keep a good chunk of operating cash for the business it usually is better to be an LLC that defaults as a pass through.
 

keepngoal

OKA: keepingoal
Staff member
Bookie
SuperFanatic
SuperFanatic T2
Jun 20, 2006
38,391
22,763
113
1st thing I would do is ask an accountant the tax advantage of both. You can also talk with a financial advisor, too.
Then I would consult an attorney to set it up for you.

Setting up for either protects you from liability (or limits it). I was a sole proprietor for years and back in 2007 switched it to an S corp. It lowered my taxes a little, and for sure protected my assets better against any potential lawsuits.

I'm sure other CFer's will have good info for you as well.
Go talk candidly to an accountant.
 

Mr.G.Spot

Well-Known Member
SuperFanatic
SuperFanatic T2
Apr 22, 2020
4,678
509
113
59
This might be one of the most over engineered and over analyzed threads I have ever seen. The OP needs to say why this was recommended to him. Then you can move on to all these other issues.
 
  • Like
Reactions: CascadeClone

HoraceGrant

Well-Known Member
SuperFanatic
SuperFanatic T2
Jun 30, 2011
719
719
93
This might be one of the most over engineered and over analyzed threads I have ever seen. The OP needs to say why this was recommended to him. Then you can move on to all these other issues.
Yeah, that is why I’m curious what he’s actually receiving and how. It might not even make sense to create an entity. A lot of bad advice is out there on social media about creating business entities
 
  • Agree
Reactions: Mr.G.Spot

boone7247

Well-Known Member
SuperFanatic
SuperFanatic T2
Aug 15, 2011
2,990
902
113
Near the City
Just as general information a single member LLC doesn't give much tax benefits because in the eyes of the IRS it's taxed the same as a sole proprietorship. The S-Corp can save money because it's profit is only subject to income tax and not self-employment tax like an LLC/sole proprietorship would be.

Feel free to DM me because I have more questions before I can give any advice.
I would love to know the context here as well. In general I agree with you. But I have no clue how you can assign compensation to an LLC/S-Corp if you are an employee of an organization.

That said, there are inventive lawyers and accountants out there, that do some stuff the rest of just scratch our heads at.

Would add, that an S-corp carries the burden of reasonable compensation, so you don't totally avoid SE taxes. And in this case, if the IRS comes knocking, I would think they would expect all of that to be reasonable compensation.
 
  • Winner
Reactions: isufbcurt

BCClone

Well Seen Member.
SuperFanatic
SuperFanatic T2
Sep 4, 2011
62,131
56,807
113
Not exactly sure.
While you won’t have to pay FICA with an S Corp, you will pay taxes on the dividends that would pass through. Corps will allow you to deduct things that you wouldn’t otherwise but it’s all an individual situation. Some it makes sense, some it’s a lot of work and you don’t really save anything
 

HoraceGrant

Well-Known Member
SuperFanatic
SuperFanatic T2
Jun 30, 2011
719
719
93
While you won’t have to pay FICA with an S Corp, you will pay taxes on the dividends that would pass through. Corps will allow you to deduct things that you wouldn’t otherwise but it’s all an individual situation. Some it makes sense, some it’s a lot of work and you don’t really save anything
This can be true in some instances, but, in general, distributions from an S corp are tax free.
I would love to know the context here as well. In general I agree with you. But I have no clue how you can assign compensation to an LLC/S-Corp if you are an employee of an organization.

That said, there are inventive lawyers and accountants out there, that do some stuff the rest of just scratch our heads at.

Would add, that an S-corp carries the burden of reasonable compensation, so you don't totally avoid SE taxes. And in this case, if the IRS comes knocking, I would think they would expect all of that to be reasonable compensation.
This is what I am curious about. I have never heard of anything like that in my time working in the industry, but like I said before people love to give bad advice about legal entities and their impact on taxes.
 

mynameisjonas

Well-Known Member
Jan 19, 2019
6,406
8,478
113
Hey @isufbcurt , is this legit or a scam? I’ve never gotten anything like this in previous years and then all of a sudden they want me to confirm my identity.

IMG_1567.jpeg
 

Clark

Well-Known Member
Jun 24, 2009
17,661
3,755
113
Altoona
Hey @isufbcurt , is this legit or a scam? I’ve never gotten anything like this in previous years and then all of a sudden they want me to confirm my identity.

View attachment 128879

I'm not curt but it's probably legit. I base that on the fact that the website they are directing you to is an irs.gov website.

Scam mailings do exist but usually direct you to call or send money